Startup, Technology & E-Commerce Law Blog

13Jul 2022 by bhandlaw

Taco Truck Beef Serves Up Tasty Legal Lessons to Business Owners

Business Formation, Trade Names, Trademark

Like so many of us who live in the desert Southwest, I loves me some tacos. We are definitely blessed to have some of the best in the nation. However, a business that recently contacted me from, let’s just say Tucson, highlights the importance of small businesses taking their legal structure and brand name seriously. Failure to do so could set your business up for a serious case of indigestion, legally speaking. Background The business in question was a local restaurant that also operated a popular taco truck, which we'll call "XYZ Killer Tacos". When I asked the owner what kind of legal structure he was operating the business through, his answer was sole proprietor. Ugh. Sole proprietor. In the business of serving food. To the public. (yikes) Nonetheless, his…

29Jun 2022 by bhandlaw

Does My Startup Need a 409A Valuation for a SAFE?

Equity Incentives, Startup Finance, Stock Options

Startup founders seeking their first infusion of non-”friends and family” capital will often seek out or entertain offers from investors in the form of a SAFE (“simple agreement for future equity”). Occasionally, I’m asked by startup founders considering a SAFE whether or not a “409” valuation is required before accepting such an investment. What is a 409A? No, we're not talking about your and my favorite tub and shower cleaner. The short version is a 409A valuation (so named after the specific section of the Internal Revenue Code) is an independent, usually third-party appraisal of your company that, in turn, will end up setting a value on its shares. Why would you want to do that? If your company is listed on a public stock exchange (e.g., NYSE, Nasdaq), the…

24Mar 2022 by bhandlaw

Can I Legally Use The Image of a Famous Person (Who’s Dead)?

Entertainment, Lanham Act, Name, Image, Likeness, Trademark

Every so often, I'm asked by clients and prospective clients alike whether or not it's permissible for them to use the name, image, or likeness ("NIL") of a celebrity or famous person who now happens to be deceased. This question was asked of me the other day by clients who wanted to put the face of, oh, let's just say, Che Guevara, on an article of clothing with some meme-worthy text. Delightful, right? I mean, what's the big deal; he's not going to complain, right? The Right of Publicity Unfortunately, while the famed Marxist revolutionary might not be around to complain, his estate or heirs likely are. There is a thing in the law known as a person's right of publicity, which basically deals with one's right to monetize or…

23Feb 2022 by bhandlaw

Yes, Your Startup Needs to Have Its Own Insurance. Here’s Why.

Business Formation, Corporations, Insurance, Limited Liability Company

Rarely a month goes by that a new founder or business owner I’m meeting with asks me some version of the following: “But we already formed a corporation (or LLC), why do we need liability insurance?” or “Aren’t my personal assets protected as it is [by the legal formation of the company]?” In this blog post, I’ll try an answer those questions, explain the specific types of insurance that a new startup should consider, and how to get started. Doesn't legal formation of my business protect my personal assets? Well, yes and no. First off, let me be absolutely clear-- operating any business under a validly formed legal entity is one of the first things you should be doing as an entrepreneur who’s about to actually market and sell goods…

15Jan 2022 by bhandlaw

Sponsor Seeks to Cancel Deal with NFL’s Jaguars in Clownish Lawsuit

Contracts, Sports

Are you ready for some frivolous litigation?? “Are you ready for some frivolous litigation??" A Georgia-based, roof replacement company apparently is, and its Complaint filed earlier this month against the NFL's Jacksonville Jaguars in the Fourth Judicial Circuit in Florida offers lessons for both companies thinking about sponsorship deals with their local professional sports teams, as well as the franchises or team organizations themselves. The JJSA According to RoofClaim.com's complaint, the Jags had tried to get RoofClaim as a team sponsor in the past, to which RoofClaim had apparently responded with something along the lines of "thanks but no thanks". Things turned, however, with the Defendant's splashy hiring of celebrated former Florida and Ohio State college coach Urban Meyer this past Summer. The hiring apparently had enough sizzle to convince…